---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-24-003731"
form_type: "8-K"
ticker: "BLMH"
cik: "0001996210"
company_name: "BLUM HOLDINGS, INC."
filed_at: "2024-02-12T23:59:59+00:00"
generated_at: "2026-06-06T04:32:05.592569+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Blum Holdings enters binding LOI to acquire Operators Only and three retail cannabis businesses for $9.7M

## Summary
- Total consideration: ~$1.9M secured promissory notes plus 1,835,330 shares (~15.63% of post-transaction common stock).
- Targets: Lemonnade North, Cookies Sacramento (includes Jay St. Delivery, Turkey Bag Heroes), Lemonnade South.
- Closing targeted by April 30, 2024; Target Shareholders may exchange shares for promissory note at 35% discount after 24 months.
- Notes convertible into common stock; 589,520 shares held back for indemnification for up to 12 months.

## SEC filing metadata
- accession: 0001437749-24-003731
- form_type: 8-K
- ticker: BLMH
- cik: 0001996210
- company_name: BLUM HOLDINGS, INC.
- filed_at: 2024-02-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1996210/000143774924003731/0001437749-24-003731-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1996210/000143774924003731/blmh20240209_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-24-003731
- JSON: https://secwatch.observer/filing/0001437749-24-003731.json
- Plain text: https://secwatch.observer/filing/0001437749-24-003731.txt

## Key facts
- Material Agreements
  BLUM HOLDINGS, INC. entered into Operators Only LOI with Operators Only Corp. and Golden Health & Wellness, Inc., Safe Accessible Solutions, Inc., Sacramento Commercial Services, Inc. valued at Aggregate consideration of $9.7 million: secured promissory notes of ~$1.9 million and issuance of 1 (effective 2024-02-09).
  - Action: entry
  - Agreement: merger
  - Counterparty: Operators Only Corp. and Golden Health & Wellness, Inc., Safe Accessible Solutions, Inc., Sacramento Commercial Services, Inc.
  - Value: Aggregate consideration of $9.7 million: secured promissory notes of ~$1.9 million and issuance of 1
  - Effective: 2024-02-09
  source text: On February 9, 2024, Blum Holdings, Inc. (the "Company") entered into a binding letter of intent (the "Operators Only LOI") with Operators Only Corp. ("Operators Only") and Golden Health & Wellness, Inc., Safe Accessible Solutions, Inc., and Sacramento Commercial Services, Inc. (together the “Targets” and each a "Target") pursuant to which the Company and the Targets intend to enter into a Stock Sale and Purchase Agreement in which the Company will acquire 100% of the common stock of Operators Only, and Operators Only will acquire 100% of the common stock of each Target from the shareholders of each Target (the “Target Shareholders”). At closing, Target Shareholders shall receive an aggregate of $9.7 million in consideration for the Targets as follows: (i) secured promissory notes in the aggregate principal amount of approximately $1.9 million to be paid in monthly installments of approximately $55,600 per month over 34 to 42 months (the "Notes"); and (ii) the issuance of 1,835,330 sha
  evidence_url: https://www.sec.gov/Archives/edgar/data/1996210/000143774924003731/0001437749-24-003731-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.